Directorate Change (6214U)
December 23 2011 - 8:20AM
UK Regulatory
TIDMFBH
RNS Number : 6214U
FBD Holdings PLC
23 December 2011
FBD Holdings plc
23 December 2011
Directorate Changes
In the 2010 Annual Report of FBD Holdings plc ("FBD" or the
"Company") the Board confirmed its commitment to fully meeting the
requirements of the UK Corporate Governance Code and the Irish
Corporate Governance Annex during the course of 2011 through the
refreshment of the membership of the Board and of its Committees.
This process of refreshment has been thoroughly planned and
progressed by the Nomination Committee and the Board throughout the
year. On 30 March 2011 the Board announced the retirements of both
Mr. John Donnelly and Dr. Patrick O'Keeffe who had been long
serving Directors of the Company. On 29 August 2011, the Board
announced the appointment of Mr. Dermot Mulvihill to the Board and
to the Audit Committee.
The Board is now pleased to announce the following changes which
will complete the process of refreshment ensuring that the
composition of the Board, and its Committees, fully complies with
the UK Corporate Governance Code and the Irish Corporate Governance
Annex.
Appointment of Directors
Mr. Padraig Walshe will join the Board with immediate effect.
Mr. Walshe is Chairman of Farmer Business Developments plc, the
Company's largest shareholder. He is a past president of COPA, the
European farmers' organisation and of the Irish Farmers'
Association. Mr. Walshe previously served on the Board of FBD
between 2006 and 2010 and has a very good knowledge of the
Company's activities. His extensive leadership experience at
national and international level and his deep understanding of
Ireland's farming community and the Irish food sector will be of
immense benefit to the Board. By virtue of his directorship of
Farmer Business Developments plc, Mr. Walshe will not be counted by
the Board among the proportion of the Board considered as
"independent" under the UK Corporate Governance Code and the Irish
Stock Exchange's Corporate Governance Annex.
Ms. Brid Horan will also join the Board with immediate effect
and will become a member of the Remuneration and Nomination
Committees. Ms. Horan is currently Executive Director in ESB,
Ireland's largest electricity utility, with responsibility for
ESB's Supply business, ESB Electric Ireland, and ESB's internal
business services. Previously she was the ESB Group Pensions
Manager having joined ESB from KPMG Pension and Actuarial
Consulting. Ms. Horan served on the Board and Remuneration
Committee of IDA Ireland between 1996 and 2006 and on the Board of
the National Pensions Reserve Fund from its establishment in 2001
up to 2009. Ms. Horan brings to the Board broad strategic and
commercial experience, an in-depth understanding of HR and reward
issues and her experience of corporate governance and risk
management.
Director Retirement
Mr. Philip Lynch, who joined the Board in 1996, has retired as a
non-executive Director and a member of the Remuneration and
Nomination Committees with effect from today's date. The Chairman
paid tribute to Mr. Lynch's contribution to the development of FBD
during his time as a Director:
"Philip Lynch has been a non-executive Director of the Company
since 1996 and the Board and the Company have benefited greatly
from his extensive general industry and agri-business sector
experience in the period since. As a member of the Nomination
Committee, Philip has been a significant contributor to the process
of Board refreshment which has culminated in today's announcement
and had signalled some time ago his desire and willingness to step
down from the Board to facilitate this process, at the appropriate
time. I have greatly enjoyed working with him and I wish him very
well for the future."
Composition of Committees
The Board also announces the following changes to the Board's
Committees.
Audit Committee
From today's date it has been decided that the membership of the
Audit Committee will be Vincent Sheridan (Committee Chairman), John
Bryan, Sean Dorgan and Dermot Mulvihill, all independent
non-executive Directors. The Board is satisfied that all Committee
members have the requisite experience to contribute effectively to
the business of the Committee.
Remuneration Committee
From today's date it has been decided that the membership of the
Remuneration Committee will be Sean Dorgan (Committee Chairman),
Michael Berkery, Brid Horan and Vincent Sheridan. All Committee
members other than Mr. Berkery are independent non-executive
Directors. The Board is satisfied that the Committee members have
appropriate and relevant compensation and reward experience to
ensure that the work of the Committee is carried out
effectively.
Nomination Committee
From today's date it has been decided that the membership of the
Nomination Committee will be Michael Berkery (Committee Chairman),
Brid Horan, Andrew Langford, Dermot Mulvihill and Johan Thijs.
There were no details requiring disclosure for Mr. Walshe or Ms.
Horan under paragraph 6.6.7 (2) to (6) of the Listing Rules of the
Irish Stock Exchange and Listing Rule 9.6.13 (2) to (6) of the
Listing Rules of the UK Listing Authority.
For Reference Telephone
FBD Holdings plc
Conor Gouldson, Company Secretary +353 1 409 3208
Murray Consultants
Joe Heron +353 1 498 0300
FBD Holdings plc FBD House, Bluebell, Dublin 12
Registered in Dublin, Ireland Registered Number 135882
This information is provided by RNS
The company news service from the London Stock Exchange
END
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